UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 6, 2012
ORGANOVO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54621 | 27-1488943 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 5871 Oberlin Drive, Suite 150, San Diego, CA |
92121 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(858) 550-9994
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 6, 2012, the Board of Directors (the “Board”) of Organovo Holdings, Inc. (the “Company”) appointed James T. Glover as a director of the Company. Mr. Glover was also appointed to serve as chair of the Audit Committee, chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee of the Board.
Pursuant to the Company’s director compensation program, Mr. Glover will receive an annual retainer of $24,000 for his Board service, an annual retainer of $7,500 for his service as chair of the Audit Committee, an annual retainer of $5,000 for his service as chair of the Compensation Committee and an annual retainer of $5,000 for his service on the Nominating and Corporate Governance Committee, each of which will be pro-rated based on the date of his appointment to the Board and the respective Board Committee.
There were no arrangements or understandings by which Mr. Glover was named a director. Neither the Company nor any of its subsidiaries was involved in any transactions with Mr. Glover or his immediate family that are reportable pursuant to Item 404(a) of Regulation S-K.
The Company issued a press release announcing the appointment of Mr. Glover as a director, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events
On July 9, 2012, the Company announced the issuance of a patent based on its first patent application as well as the issuance of a key founder patent. A copy of the Company’s press release announcing the patent issuances is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release by Organovo Holdings, Inc., dated July 9, 2012 (New Director) | |
| 99.2 | Press Release by Organovo Holdings, Inc., dated July 9, 2012 (Patent Issuances) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORGANOVO HOLDINGS, INC. | ||||||
| Date: July 9, 2012 |
By: | /s/ Keith Murphy | ||||
| Name: | Keith Murphy | |||||
| Title: | Chief Executive Officer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release by Organovo Holdings, Inc., dated July 9, 2012 (New Director) | |
| 99.2 | Press Release by Organovo Holdings, Inc., dated July 9, 2012 (Patent Issuances) | |
Exhibit 99.1
Organovo Holdings Appoints James T. Glover to Board of Directors
SAN DIEGO, CA – July 9, 2012 – Organovo Holdings, Inc. (OTCQB: ONVO), a biotechnology company focused on delivering breakthrough three-dimensional (3D) bioprinting technology, today announced that James T. Glover has been appointed to the Company’s Board of Directors. Mr. Glover was also appointed to serve as chair of the Audit Committee, chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee of the Board.
Mr. Glover was the Senior Vice President, Operations and Chief Financial Officer of Anadys Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company acquired by Hoffmann-La Roche Inc., from 2006 to 2009. From 1989 to 2006, he was employed by Beckman Coulter, Inc., a leading biomedical testing instruments company, most recently serving as Senior Vice President and Chief Financial Officer. Mr. Glover served as a director of Varian, Inc., a publicly-traded company purchased by Agilent Technologies, and was Varian’s audit committee chairman. He currently serves as a director for a non-profit corporation. Mr. Glover received his B.S. in accounting from California State Polytechnic University and his M.B.A. from Pepperdine University. Mr. Glover, age 62, is also a certified public accountant.
“We are delighted to have James Glover join our Board. In addition to his extensive financial and accounting background, his operating experience in the pharmaceutical, medical technology and laboratory instrumentation industries will be invaluable as Organovo continues to build its business and its technology platform. James’s skill set and experience compliment an already strong Board that is focused on delivering research and medical applications using our breakthrough 3D bioprinting technology”, commented Keith Murphy, chairman and chief executive officer of Organovo.
About Organovo Holdings, Inc.
Organovo is a three-dimensional biology company focused on delivering breakthrough bioprinting technology and creating tissue on demand for research and medical applications. The company’s NovoGen three-dimensional bioprinting technology is a platform that works across all tissue and cell types. Organovo’s NovoGen MMX Bioprinter was selected as one of the “Best Inventions of 2010” by TIME Magazine. Organovo is helping pharmaceutical partners develop human biological disease models in three dimensions that enable therapeutic drug discovery and development. Organovo’s bioprinting technology can also be developed to create surgical tissues as direct therapy. Organovo leads the way in solving complex medical research problems and building the future of medicine. For more information, please visit http://www.organovo.com.
Safe Harbor Statement
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the Company’s ability to develop, market and sell products based on its technology; the expected benefits of the Company’s products and technology; the availability of substantial additional funding for the Company to continue its operations and to conduct research and development, clinical studies and future product commercialization; and, the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in our filings with the SEC, including, our most recent Quarterly Report on Form 10-Q. We do not undertake to update these forward-looking statements made by us.
| Company Contact: | Investor Relations: | |
| Barry Michaels | Gerry Amato | |
| Chief Financial Officer | Booke and Company Inc. | |
| 858-224-1003 | admin@bookeandco.com | |
| bmichaels@organovo.com |
Exhibit 99.2
Organovo Announces Two Issued Patents, First Company Patent and Key Founder Patent
SAN DIEGO, CA – July 9, 2012 – Organovo Holdings, Inc. (OTCQB: ONVO), a biotechnology company focused on delivering breakthrough three-dimensional (3D) bioprinting technology, today announced the receipt of a patent based on its first patent application as well as the issuance of a key founder patent. Organovo is focused on developing bioprinting across a broad array of cell types to create functional 3D tissues that can recapitulate in vivo biology for human disease research, drug discovery and development, toxicology testing and, eventually, as therapies.
The Intellectual Property Office of the United Kingdom issued the Company a patent GB2478801, entitled “Multilayered Vascular Tubes.” This is Organovo’s first issued patent and represents the issuance of a patent from the Company’s first patent application, which was submitted in May 2010.
Organovo further noted that a key patent representing one of its core bioprinting technologies has issued. Patent number U.S. 8,143,055, entitled “Self-assembling multicellular bodies and methods of producing a three-dimensional biological structure using the same,” was issued and assigned to the University of Missouri. Under its agreements with the University of Missouri, Organovo holds the exclusive license in all fields to multiple patent families, including this issued patent and future continuation patents derived from the same application.
“The recent issuance of multiple bioprinting patents highlights the innovation of our bioprinting technologies,” commented Keith Murphy, chairman and chief executive officer of Organovo. “The issuance of the first patent from the family of patent applications filed by our scientific founder, Prof. Gabor Forgacs while at the University of Missouri, validates his technology and reinforces the foundation of our patent protection. We are pleased to have obtained these foundational patents as part of our early lead in three-dimensional biology, and we will continue to focus on growing our patent portfolio to support the use of 3D bioprinting for human disease research, drug discovery and development, toxicology testing and tissue therapies.”
The issuance of the “Multilayered Vascular Tubes” patent provides protection on an application-specific basis that is independent of method and is part of Organovo’s larger intellectual property strategy to create application-specific protection and to obtain coverage in multiple countries. In addition to the patents described above, Organovo’s intellectual property portfolio consists of exclusive licenses to two patent applications from the University of Missouri, one issued patent from Clemson University, and a number of Organovo patent applications pending in the U.S. and internationally, including a patent application pending for “Multilayered Vascular Tubes” in the U.S.
About Organovo Holdings, Inc.
Organovo is a three-dimensional biology company focused on delivering breakthrough bioprinting technology and creating tissue on demand for research and medical applications. The company’s NovoGen three-dimensional bioprinting technology is a platform that works across all tissue and cell types. Organovo’s NovoGen MMX Bioprinter was selected as one of the “Best Inventions of 2010” by TIME Magazine. Organovo is helping pharmaceutical partners develop human biological disease models in three dimensions that enable therapeutic drug discovery and development. Organovo’s bioprinting technology can also be developed to create surgical tissues as direct therapy. Organovo leads the way in solving complex medical research problems and building the future of medicine. For more information, please visit http://www.organovo.com.
Safe Harbor Statement
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the Company’s ability to develop, market and sell products based on its technology; the expected benefits of the Company’s
products and technology; the availability of substantial additional funding for the Company to continue its operations and to conduct research and development, clinical studies and future product commercialization; and, the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in our filings with the SEC, including, our most recent Quarterly Report on Form 10-Q. We do not undertake to update these forward-looking statements made by us.
| Company Contact: | Investor Relations: | |
| Barry Michaels | Gerry Amato | |
| Chief Financial Officer | Booke and Company Inc. | |
| 858-224-1003 | admin@bookeandco.com | |
| bmichaels@organovo.com |